The Council of Ministers has issued these Regulations pursuant to Article 5 of the Definition of Powers and Duties of the Executive Organs of the Federal Democratic Republic of Ethiopia Proclamation No. 4/1995 and Article 47 of The Commercial Registration and Licencing Proclamation No. 67/1997.
PART ONE
General
1. Short Title
These Regulations may be cited as the “Addis Ababa/Dire Dawa Administration Commercial Registration and Licencing Council of Ministers Regulations No. 14/1997.”
2. Definitions
In these Regulations:
1) “Proclamation” means the Commercial Registration and Licencing Proclamation No. 67/1997;
2) “Region” means, for the purpose of these Regulations, the Addis Ababa/DireDawa Administration;
3) “Bureau” means a bureau within the Addis Ababa or Dire Dawa Administration which is appropriate to implement these Regulations;
4) “Business licence” means any business licence issued for commercial activities other than those provided for under Article 20(1) of the Proclamation and those enumerated in the Appendix to the Proclamation;
5) The terms, Commercial Code,” “business person,” “business,” “service,” “domestic trade,” “goods,” “trade name,” “industry,” “Ministry,” “person,” “agricultural development,” “principal registration,” and “summary registration” shall have the meaning assigned to them under Article 2 of the Proclamation.
PART TWO
Commercial Registration
3. Registration in the Commercial Register
Any person engaged in business, who has to register in the commercial register as provided for under Article 5 (1) of the Proclamation, shall be registered pursuant to these Regulations.
4. Principal Registration
1) Any person engaged in any commercial activity other than those for which the Ministry issues a licence, shall, before commencing his business, be registered by the Bureau.
2) An application for principal registration under sub-Article (1) of this Article shall be submitted in two copies by completing the form prescribed in schedule “B” of these Regulations.
5. Principal Registration of Sole Business Person
1) Where the applicant is a sole business person, he shall submit, in two copies, together with the application:
(a) his recent passport size photograph;
(b) Where the applicant is a minor, proof of authorization of the family council authenticated by the pertinent government institution, or where the application is submitted by the tutor a court decision granting the tutorship;
(c) A prior business and operating licence, if any;
(d) A power of attorney where the application is signed by an agent.
2) Where the applicant is a foreigner considered as a domestic investor, he shall, together with the application, submit, in two copies:
(a) his recent passport size photograph;
(b) photocopy of the pages of his passport which identify him and which indicate his legal entry into the country;
(c) investment permit;
(d) photocopy of residence permit.
6. Principal Registration of a Commercial partnership and a Cooperative Society
1) Where the applicant is a commercial partnership, he shall submit, in two copies, together with the application:
(a) a notice published in a newspaper pursuant to Article 8 of the Proclamation;
(b) a power of attorney where the application is signed by an agent;
(c) the memorandum of association or the contract of partnership;
(d) the documents referred to in Article 5(2) (b) and (c) of these Regulations where there is a foreigner among the partners.
2) Where the applicant is a cooperative society, it shall, together with the application, submit the documents referred to under sub-Article (1) (b), (c) and (d) of this Article.
7. Principal Registration of a Share Company
Where the applicant is a share company:
1) the documents referred to in sub-Article (1) (a), (b) and (d) of Article 6 here of;
2) a bank statement showing that the amount required to be deposited in a bank has been so deposited pursuant to Article 312 (1)(b) of the Commercial Code;
3) a specimen of share certificates for each class of shares;
4) a report of any contribution in kind, if any, drawn up in accordance with Article 315 of the Commercial Code;
5) the documents referred to in Article 323(2) of the Commercial Code;
shall, together with the application, be submitted in two copies.
8. Principal Registration of a Private Limited Company
Where the applicant is a private limited company:
1) the memorandum and articles of association;
2) the documents referred to in sub-Article (1)(a), (b) and (d) of Article 6 hereof;
shall, together with the application, be submitted, in two copies.
9. Principal Registration of a Public Enterprise
Where the applicant is a public enterprise established by the Regional Government:
1) a copy of the law under which it was established;
2) letter of appointment of its manager;
shall, together with the application, be submitted in two copies.
10. Decision on Application for Registration
1) Where the Bureau finds the application submitted to it to be complete, it shall issue to the applicant a registration certificate within five working days, upon payment be the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.
2) Where the Bureau ascertains that the application is not acceptable, it shall notify the applicant in writing within five working days of the reasons thereof.
11. Forwarding of Registration Information
1) The Bureau shall immediately forward to the Ministry, particulars and documents entered in the commercial register by filling the form supplied by the Ministry pursuant to Article 7(2) of the Proclamation.
2) The Bureau shall register information forwarded to it by the Ministry pursuant to Article 7 (1) of the Proclamation.
12. Effective Date of Registration
A principal registration made in accordance with these Regulations shall be effective as of:
1) the date of publication of notice in a newspaper for matters requiring the issuance of notice of registration pursuant to the Proclamation;
2) the date on which entry is made in the commercial register for matters other than those referred to in sub-Article (1) of this Article.
13. Summary Registration
1) Any business person who is principally registered with the Ministry or any Region shall be summarily registered when he opens a branch in the Region.
2) An application for summary registration pursuant to sub-Article (1) of this Article shall be submitted, in two copies, by completing the form prescribed in schedule “B” of these Regulations together with:
(a) the appropriate particulars provided under Article 5 to 9 of these Regulations; and
(b) two copies of the photocopy of the certificate of principal registration.
3) The provisions of Articles 10, 11 and 12 of these Regulations shall be applicable to summary registration.
14. Alteration and Addition
1) Any registered business person shall apply to the Bureau of the Region, within sixty days from the occurrence of a situation or a fact making necessary an alteration in the particulars of registration made pursuant to these Regulations.
2) The applicant shall, for the implementation of sub-Article (1) of this Article, submit the new information to the Bureau in two copies.
3) The business person shall submit information pertaining to the alteration or addition in the register to the Bureau by which such business person has been summarily registered.
4) The provisions of Articles 10 to 12 hereof, shall apply to alteration or addition to entries made pursuant to this Article.
15. Cancellation of Registration
1) Where a decision is made to cancel the registration of any business person pursuant to Article 10(1) and (2) of the Proclamation and hen such business person applies for a certificate evidencing the cancellation, the bureau shall issue the same to the applicant upon his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
2) The cancellation of any business organization from the commercial register shall be effective as of the date of publication of a notice of its cancellation in a newspaper.
3) Other cancellation of registration shall be effective as of the date of entry of the cancellation in the register.
4) The provisions of Article 11 of these Regulations shall apply to the transfer of documents relating to cancellation.
16. Request for Copies of Entries
1) Any person requiring a copy of an entry made in a commercial register, a copy of an extract of the entry of a certificate of no entry, shall submit a written request to the Bureau.
2) The Bureau shall issue to the applicant a copy or the certificate upon his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
17. Request for a Substitute Registration Certificate
1) Any person whose registration certificate is damaged or lost shall request for the issuance of a substitute, by submitting an application signed by himself, explaining how the certificate got damaged or lost.
2) Upon receipt of the application, the Bureau shall, after having the damaged certificate returned, issue to the applicant within five working days, a substitute registration certificate upon his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
18. Registration of Trade Name
1) Application for registration of a trade name pursuant to Article 14 of the Proclamation shall be submitted in the form prescribed in schedule “B” of these Regulations.
2) The appropriate fee prescribed in schedule “A” of these Regulations shall be applicable to registration, alteration and cancellation of a trade name.
PART THREE
Business Licence
19. Power to Issue Licence
1) The Bureau shall issue business licences for commercial activities other than those provided for under Article 20(1) and the Appendix to the Proclamation.
2) Business licences which shall be issued by the Bureau are enumerated in schedule “D” of these Regulations.
20. Obtaining Business Licence
1) Any person engaged in a commercial activity the capital of which is more than Birr 5,000, shall obtain a business licence by applying to the Bureau pursuant to Articles 21 and 22 of these Regulations.
2) For the purpose of sub-Article (1) of this Article, “Capital” includes fixed assets and working capital put at the disposal of the business, but excludes the business premises unless the business person chooses otherwise.
21. Application to Obtain Business Licence
1) Any person desiring to obtain a business licence shall submit an application, in two copies, to the Bureau in the form prescribed under schedule “C” of these Regulations.
2) The applicant shall, together with the application under sub-Article(1) of this Article, submit in two copies:
(a) a commercial registration certificate;
(b) his recent passport size photograph;
(c) an investment permit and residence permit if the applicant is a foreigner who is considered as a domestic investor.
3) Where the applicant is a business organization having members who are foreigners treated as domestic investors, it shall submit, in two copies, together with the application:
(a) a commercial registration certificate:
(b) the memorandum and articles of association or the contract of partnership;
(c) investment permit;
(d) a recent passport size photograph of the manger of the business organization.
4) Where the applicant is a public enterprise established by a regional government, it shall submit, in two copies, together with the application;
(a) its registration certificate;
(b) a copy of the law under which it was established;
(c) letter of appointment of the manager.
22. Issuance of Business Licence
1) The Bureau shall upon ascertaining that:
(a) the application submitted to it pursuant to Article 21 of these Regulations is complete;
(b) one year has lapsed since a prior similar business licence has been cancelled due to the applicant’s fault;
(c) the commercial activity the applicant is desiring to engage in is not prohibited by law; issue to the applicant the business licence within five working days upon his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
2) Where the Bureau rejects the application, it shall notify the applicant in writing within five working days of its decision and the reasons for the rejection.
3) Business persons whose licences have been canceled for reasons other than those mentioned under Article 28(1)(e) of the Proclamation shall obtain similar business licence upon payment of twice the fee prescribed for a new licence in schedule “A” of these Regulations.
23. Renewal of Business Licence
1) A Business Licence shall be renewed pursuant to Article 25 of the Proclamation;
2) When the business licence holder appears for the renewal of his licence, he shall submit, in two copies, to the Bureau;
(a) a statement regarding the payment of income tax and municipal service fees, endorsing the renewal of the lcience, issued by the Inland Revenue Authority or the Finance Bureau, as may be appropriate;
(b) application for the renewal of the licnece in the form prescribed in schedule “C” of these Regulations.
3) Where the Bureau finds that the application submitted pursuant to sub-Article (2) of this Article is complete, it shall renew the licnece within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.
4) Where the Bureau rejects the application submitted pursuant to sub-Article (2) of this Article, it shall notify to the applicant in writing within five working days of the reasons thereof.
24. Rights and Duties of a Business Licence Holder
1) Any person who possesses a business licence may engage in any commercial activity so long as such activity is within the scope of activity for which the lcience has been issued, and he abides by the prohibitions and restrictions imposed by the provisions of sub-Articles (2),(3),(4),(5) and (6) of this Article and other laws.
2) Any business person shall, within the scope of the licenced commercial activity, carry on different commercial activities in separate places or premises, where carrying on such activities at the same place or premise endangers public health and safety, or property;
3) No business person shall, concurrently, carry on different activities where doing so:
(c) entails damage to the consumer or customer; or
(d) gives rise to conflict of interests.
4) A business person shall display a price list for his goods in a conspicuous place in the business premise or by fixing price tags on the goods.
5) Any business person shall comply with what the nature of the business demands as prescribed in public notices.
6) Any business person shall display his business licence in a conspicuous place in the business premise.
25. Substitute Business Licnece
1) Any person whose business licence is damaged or lost may apply for a substitute by submitting to the Bureau a statement signed by him on how the business licence got damaged or lost.
2) The Bureau by making the licence holder return the damaged licence shall issue to him a substitute upon payment of the appropriate fee prescribed in schedule “A” of these Regulations.
3) The Bureau shall, after receiving the statement on how the licence got lost pursuant to sub-Article (1) of this Article, issue to the applicant a substitute business licence within five working days on his payment of the appropriate fee prescribed in schedule “A” of these Regulations, where no one has come forward with an objection within one month after the publication of notice in a newspaper at the expense of the applicant, stating the loss of the applicant’s licence and his request for a substitute.
26. Issuance of Business Licence upon Transfer of Business
1) Any person to whom a business is legally transferred, shall, by completing the appropriate application form prescribed in schedule “C” of these Regulations, submit, in two copies, the previous licence and the relevant legal document, together with his application.
2) The Bureau shall, upon ascertaining that the business has been legally transferred, issue a similar business licence within five working days to the person to whom the business is transferred upon his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
3) Where the Bureau rejects an application submitted to it pursuant to sub-Article (1) of this Article, it shall notify the applicant in writing of the reasons thereof, within five working days.
27. Temporary Licence
1) Any person requesting for a temporary business licence for commercial activities provided for under Article 31 (1) of the proclamation shall, by completing the appropriate application form prescribed in schedule “C” of these Regulation, submit in two copies, together with the application:
(a) commercial registration certificate;
(b) his recent passport size photograph;
2) Where the Bureau ascertains that the application submitted to it pursuant to sub-Article (1) of this Article is complete, it shall issue to the applicant a temporary licence within five working days upon payment by the applicant of the appropriate fee prescribed in schedule “A” of these Regulations.
3) Where the Bureau rejects the application it shall notify the applicant in writing within five working days of the reasons for the rejection and its decision.
28. Expansion and Upgrading Permit
1) A domestic investor who has completed his expansion or upgrading project in industrial, hotel, health, education and agricultural development sectors, shall, before commencing production or rendering service, submit an application for a permit to produce or render service, pursuant to Article 22 (2) and (3) of the proclamation, by attaching the necessary documents thereto.
2) The Bureau shall, upon receipt of the documents referred to in sub Article (1) of this Article and after having ascertained that the expansion or upgrading project is ready for production or rendering service, issue the permit to the applicant within five working days upon his payment of the appropriate fee prescribed in schedule “A” of these Regulations.
3) Where the expansion or the upgrading does not change the conditions under which the prior licence was issued, the applicant shall not be required to submit the documents referred to in sub-Article (1) of this Article.
4) Where the Bureau rejects the application submitted to it pursuant to sub-Article (1) of this Article, it shall notify the applicant in writing within five working days of its decision and the reasons thereof.
PART FOUR
Coordination of Trade Promotion
29. Trade promotion
The Bureau shall, pursuant to article 38 of the Proclamation plan, organize, coordinate and implement upon approval of the appropriate body, the collection, administration and utilization of the fund necessary for the promotion of domestic trade in the Region.
30. Raising of Trade Promotion Fund
The following shall constitute sources from which trade promotion fund may be raised;
1) revenue collected from commercial registration, issuance of licence certificate and trade information by the Bureau;
2) revenue from voluntary contributions and donations made by associations established in different areas of domestic trade, and by business persons;
3) revenue from other sources by way of assistance or donation.
31. Utilization of Trade Promotion Fund
The Bureau shall use the revenue raised pursuant to Article 30 here in above for the following objectives:
1) to undertake studies on the improvement of products and services of the Region;
2) to conduct various kinds of training and seminars for enterprises and employees engaged in trade and the administration of trade, and award prizes to business persons who have shown exemplary performance in their activities;
3) to introduce the Region’s products to other Regions and to facilitate and prepare exhibitions which promote such products;
4) to give support to enterprises and individuals who participate in exhibitions and educational trade visits organized by other Regions;
5) to collect market information and follow up market conditions;
6) for studies to be conducted on the expansion and development of trade in the Region and between the Region and other Regions.
32. Effective Date
These Regulations shall come into force as of the 8th day of July, 1997.
Done at Addis Ababa this 10th day of March 1997.
MELES ZENAWI
PRIME MINISTER OF THE FEDERAL
DEMOCRATIC REPUBLIC OF ETHIOPIA